BILL OF SALE the full warranty bill of sale duly executed
 and delivered by Initial Purchaser to
 Lessor, pursuant to and in accordance with
 the terms of the Aircraft Purchase
 Agreement.

BOEING The Boeing Company, a Delaware corporation.

BUSINESS DAY means, in the case of payments, any day
 (other than a Saturday or Sunday) on which
 banks are open for business in New York
 City, New York, USA or, in all other cases,
 any day (other than a Saturday or Sunday) on
 which banks are open for business in New
 York City, New York, USA, London, England,
 Dublin, Ireland and in the Republic of
 Panama.

COMMONLY CONTROLLED ENTITY an entity, whether or not incorporated, that
 is under common control with Lessee within
 the meaning of Section 4001 of ERISA or is
 part of a group that includes Lessee and
 that is treated as a single employer under
 Section 414 of the Internal Revenue Code.

COPA HOLDINGS GUARANTEE a guarantee agreement substantially in the
 form of Schedule 10.

COUNTRY OF INCORPORATION Republic of Panama.

COUNTRY OF REGISTRATION Republic of Panama.

CROSS-DEFAULT AMOUNT has the meaning specified in Schedule 7.

CYCLE one takeoff and landing of the Aircraft.

 10


DAMAGE NOTIFICATION THRESHOLD has the meaning specified in Schedule 7.

DEFAULT any Event of Default and any event which
 with the giving of notice or lapse of time,
 or both, would constitute an Event of
 Default.

DELIVERY the delivery of the Aircraft by Lessor to
 Lessee pursuant to this Agreement.

DELIVERY DATE the date on which Delivery of the Aircraft
 occurs in accordance with this Agreement.

DELIVERY LOCATION Boeing Field, Seattle, Washington or such
 other location as Lessor and Lessee may
 agree.